ONE SHEET- CONTRACTS

 A88#A!?
TYPES OF CONTRACTS, OFFER ACCEPTANCE TERMINATION 5474#A332
Types- bi, uni, in-law/quasi (golf pro) in-fact (plumber) . !3 or !!B
Valid K- needs offer, acceptance, consid and legal purpose *. B
B 6f yes,
es, satis
atisfi
fied
edB
B 6f no,
Offer- outw manif, transfer power accept multi fferee ! commer. Ad, Ad, auctions,(offer unless w/o reserve) rewards alternativesB
 ! revocation of multiples, functional equiv rule
" #ays t termi$ate-revoke, counteroffer, lapse, incapacity or death ffer %a$ &e re'i'ed &y fferr 
Opti$ K- needs consid. Firm ffer  !!-
 !!- signed, good faith only, e"pressly states hold open
($i- offeror bound upon completion of perf, promise never bound. #evocable only before perf begins
A%%ept- mirror offer, be communicated a%%ept &y sile$%e gen rule no, silence ok when offeree talks benefit, and : 8A#3 46947!4 64C
had opp to re$ect, offeree has reason to believe ok, past perf, M&)- accept by mail, accept upon dispatch. (CC . what is purpose for which evidence is
a%%ept re$ects
a%%ept re$ects mirror image.
image. Seller %a$ a%%ept &uyer ffer &y -promise to ship, shipping conforming goods, being introducedB
shippi
shipping
ng non-co
non-confor
nforming
ming goods (will
(will not create
create % if seller
seller ships
ships &as accommod
accommodatio
ation'.
n'. Additi$al terms- *. does the evidence relate to a term of 
#*%$sumer- proposals,#*mer%+a$t-are part of % unless, e"press terms limit additions, materially alter, recipient a contract that is integratedB
ob$.,material- any term that would result in surprise or hardship, incl disclaim warranties, reduce complaint time, +. determine level of integration.
change terms from past dealings  diff terms-terms- knockout
knockout rule #ritte$
#ritte$ %$firm-
%$firm- #*%msume
#*%msumer- r- add and diff are
proposals, #*mer%+a$t- add terms are included unless materially alter, or recipient obl. iff terms  are proposals
%$fli%ti$ terms knockout
CONSIERATION AN PROMISSORY ESTOPPE.
Am/ Rule- % unenf unless w/consider
Am/ Rule- w/consider (bargained
(bargained for e"change,
e"change, beneficial
beneficial or detrimental)
detrimental) leal detrime$t test
(doing something he neednt, or forgoing something he has right to) i$ determi$i$ if t+ere is %$siderati$, %ts
d $t l0 at fair$ess f e)%+a$e (that is defense of unconscionablility) illusry prmises (performance at
discretion of promise) and ratuitus  not enforceable  %$diti$ prmise not consid E)e%uted ift
%$diti$ $ rat prmise
enforceable
enforceable(req
(req intent to transfer
transfer and actual or symb transfer)
transfer) false re%ital
re%ital no good past r mral %$sid no
good (minority
(minority,, material &e$efit rule ) PROM ESTOPPE.- substitute for consid. )promise *)forseeable reliance
+)actual reliance, induced by promise ) in$ustice if not enforced
STAT(TE OF FRA(S- gen rule, % can be oral or written-  is an e"ception. 0riting, signed by the person
against whom enforcement is sought. 12345.  1 YR- from date of formation, outside statute if at all possible to
complete
complete in a year,
year, even if not likely.
likely. 3ifetime
3ifetime or permanent
permanent outside scope of statute
statute .AN-leases are included
uara$ty- needs writing unless mai$ purpse e)%epti$ (his economic interest is 1A67 8#84 for guaranty)
Als, writing req to enforce past debt beyond 3. !an be memorandum, (identity parties, nature and sub$ect
matter, essential terms) or several ta%0ed. As long as one page signed, and incorporates by reference the others.
Sme %a$ &e satisfied #* #riti$ 3A79- 3A79- only in action by buyer, payment
payment all or in part, taking possession,
possession,
subst improve to land. 6 24A# %- full perf on oral % will make enforceable (part perf may recover through
through quantum
meruit-reasonable value of services conferred) (CC #riti$ satisfied - 12 writing(signed, and sufficient to indicate a
% was made 321erchant confirmation (sufficient against sender, &confirming %' , sent in reasonable time, and
recipient has reason to know of contents) A:664 0#6:675 #4; 734 #4!68647: <= 67 > 9A2 426n
court
court admiss
admission
ion "2  8art perf- with respect to only the goods delivered and paid for (divisible- enforce part,
indivisible, enforce entire %) 174176!
5AP FI..ERS, INTERPRETATION AN T6E PARO. EVIENCE R(.E- - multiple fferees- !A#- !omm ad,
IMP.IE 7ARRANTIES-(CC  :6:34-seller warrants good title, e"cluded by specific lang, or clear circumstance auction, reward offers
14#!?A7:A<636:2-
14#!?A7:A<636:2- seller warrants good for the ordinary purpose- e"cluded e"cluded oral or writing, if in writing must be
conspicuous 6:74 # 8A#: 8#84- fit for buyers part purpose, buyer must rely on sellers skill or  SOF %ate
%aterie s  12345-marriage,
ries
e"pertise, seller must be aware of particular purpose, e"cluded by conspicuous writing E8PRESS 7ARRANTIES- year,
year, land, e"ecutor
e"ecutor,, guaranty/s
guaranty/surety
urety,,
descriptio
description,n, samples
samples or models,
models, MISSIN5 TERMS IN K-   price- reasonable, time, reasonable, place of delivery- sale good D EF>>
default is seller place of business. !: 0633 7: 633 67 ;A7:6:2 :4#1 O(TP(T AN RE9( K- quantity
must be determined in good faith. Par
Parll e' rule
rule $t
$t apply- !A#-
apply !A#-
PROVISIONS- ambiguity construed against drafter, and unambiguity construed against if conflict
CONTRACT PROVISIONS- ubsequent agr, !ollateral, Attacks on
with other partys reas$a&le e)pe%tati$s/  Ambiguous terms can be filled in my trade usage, course of dealing validity( fraud etc) #eformation, ailure
and course of performance. 7: A9166<34 : !7:#A96!: 4@8#4 :4#1, 4@!48: 84#, : ?0 of !ond 8recedent
 A 0A64#
0A64#
PARO. EVIENCE R(.E- governs the admissibility of oral and written negotiations, and communications that
PARO.
took place prior to or contemporaneously with the written contract. 67:45#A:67- 33- meant to be final, but
does not mean that the parties specifically e"cluded any provision not in it. !1834:4- complete and e"haustive
of A33 terms, and 732 :4#1 67 :?4 % A#4 !7694#49. Parl e'ide$%e %a$ &e used fr :
9etermining level of integration, e"plaining or interpreting terms, supplementing terms if only 332 integrated,
(!!-trade usage, course of dealing and performance can supplement).!A77: <4 49 : !7:#A96!:,
unless
unless % 7: integrated.
integrated. R(.E NOT APP.Y TO:- subsequent agreements,
APP.Y TO:- agreements, collateral agreements, attacks on
validity( fraud, duress, lack of consider. ailure of cond. 8recedent, reformation
PERFORMANCE , MOIFICATION AN E8C(SE
&liati$s- $$%arrier- tender
seller &liati$s- tender delivery
delivery %arrier
%arrier %ases- shipment %- to the carrier,(risk of loss transfers
here) 9estination
9estination %- to the buyer designated
designated destination
destination (risk of loss transfers
transfers here) &uyer &liati$s-tender 
payment. ?as right to inspect prior to pymnt, unless specified otherwise. 8ayment prior to inspection does not
impair buyers right to inspect, or to any remedies. 6f seller breaches, risk remains with him, if buyer breaches,
before risk of loss passes, seller can treat as if it has for reasonable time. MOIFICATION-%mm$ la#- pre-
e)isti$ duty rule/ 7eeds additional consideration. !an mutually modify if new duty and consideration, or if 
e)isti$
unforseen circumstances arise that make perf subst. more burdensome.
($der (CC- no new consideration req, $ust good faith.
!A7 <4 46:?4# #A3 # 0#6::47, unless bring % under , or if % prohibits oral modifications. (can still be
enforceable under reliance theory)
E8C(SE- 16:A%4-76- usually no e"cuse unless clerical error, or other party had reason to know. 1:A3-
voidable 6) fact is essential to % * ) both parties mistaken +) disadvantaged party did not bear the risk of mistake
IMPOSSI;I.ITY-  ob$ectively imp, and occurrence unforeseen at formation (death, destruction, newly illegal)
IMPRACTIC/ -)unfores
-)unforeseen
een , *) risk not assumed or allotted
allotted to either
either party,
party, +)increased
+)increased cost beyond
beyond what
anticipated.
FR(ST/ OF P(RP- )principal purpose frustrated, *)substantial, +) non-occurrence of event was basic assumption
(king not getting sick was a basic assumption)6f risk was alloted in %, this is not available.
RESCISSION- parties agree to release each other, can be oral unless land involved. ACCOR AN SATISFACTION-
 A!!#9- agreement to accept lesser performance ti satisfy duty A:6A!:67- performance on the accord. 6f obligee
breaches accord, original duty is back on. RE9 CONSIERATION, but sufficient if substitute perf differs from original
ANTICIP REP(RIATION- prior to performance, party announces or acts his intention not to perform. ther party can ask
for assura$%e f perf/ !!3 ok to be oral, !!- must be in writing. #equesting party may suspend perf until satisfied.
ailure to resp is repudiation. Aggeived can cancel, bring action for damages or spec perf., if chooses to ignore repud.
cannot act to increase damages. !an retract up until other party sues, acknowledges their breach, or acts in reliance of 
repudiation.
CONITIONS-8#16#2- perf condition upon promise of perf one of parties(if 6 get a loan) 8#4 !796:67- based
on condition outside parties control( if weather is good).
Order f perf-e"press terms will control. !ommon law default- if one promise takes more time to do, it is condition of other 
!!-both concurrent
COMMON .A7 -E)press %$diti$s- failure will generally d/c other partys obligation, unless there was a waiver of 
cond., benefitting party acted in bad faith, or cond results in great loss,( cts may e"cuse perf on condition)
Implied %$diti$s- classified as material or substantial perf. 6f material, cts will allow d/c of obligation, 6f substantial perf,
aggrieved 7: d/c ,but may sue for damages.
(CC rules re failure f %$diti$s: PERFECT TENER R(.E- all terms e"press. Any breach d/c buyer obligation, ?e
can, ) re$ect(do so in reas, time, and notify seller), *) accept (can still sue for damages based on nonconformity) +)re$ect
in art, accept in part.
Seller<s a&ility t %ure- if before the stated time of delivery, has absolute right to cure, if give notice of intent to cure, and
does so before deadline in %. 6 A:4# 94A93674, but had reason to believe the non-conforming goods would be
acceptable, must notify buyer of intent t o cure, and do some in reasonable time.
R(.ES FOR INTA..MENT K- if non-conforming effects whole %, breaches whole, if effects only an installment, buyer can 174176!
re$ect $ust that installment, A79 if installment is not substantially impaired and seller notified will cure, buyer 1: accept
installment. 94474- 196 8
EFENSES - 67!A8A!6:2- capacity-mi$r, avoidance, ratification, not liable e"cept necessaries, me$tal cognitive
(unable to understand nature and conseq,) volitional ( person unable to act in reas manner, other person has reason to
know.) voidable, liable for damages 16#48- fraudule$t, (inconsistent assertion, scienter and intent, material, reasonable
reliance) avoidance or rescission, intentional tort so punitives $$ fraudule$t- $eli r i$$%e$t inconsistent assertion,
material, reasonable reliance) avoidance or rescission fraudule$t $$dis%l -reasonable reliance) avoidance or rescission
9#4 threat, wrongful, leaves no choice but to accept, ( phy violence 69) voidable by aggrieved restitution of 
benefits conferred, return any benefit they received 794 673 unfair per of vulnerable person (e". wrong time, place
manner, gang up, advice against counsel) voidable, restitution of benefits conferred, return any benefit they received
7!7!67- need both elem- pr%edural- absence of meaningful choice, su&sta$ti'e- terms highly unfavorable G cts
can refuse to enforce, strike offending clause, limit clause 8<36! 836!2 cts wont enforce illegal, crime, tort, violate a
freedom (non-competes that are too unfair)

REMEIES- MONETARY- E8PECTATION - loss of valueH incidental Hconsequ-pymtns-costs saved (limitations-perf 

e"ceeds valueIunless breach willful), cant calculate with certainty, unforseeable, damages that can be mitigated) only get
consequ if breacher had reason to know they would result, #436A7!4- use where e"pec damages uncertain, money necc
to restore party to where were before contract #4:6::67- instead of e"pec,( would choose this when benefit conferred
is of more value than perf. only avail on part performance. 6f fully performed, have to use e"pec.)
 36;69A:49- clause in % specifying damages avail :4:- . damage or penaltyB *. #easonable at time of %B
+. reasonable to actual harmB 0ont be enforced if penatly or disproportionate
MONEY AMA5ES (CC- SE..ER REMEIES - w/h delivery, action for price, 6f resells. 5ets contract-resale difference 6f 
doesnt resell, gets contract-market difference <24# #414964- damages or specific perf. 6f buyer covers, cover-
contact difference, if doesnt cover, contract-market difference. !A7 also seek incidentals and consequ. #educed by costs
avoided by b/c of breach. 4;6:A<34 #414964- specific perf- avail in land %, and unique ob$ects. Aggrieved party
should have clean hands, 7 84! 84#- personal service, employ, ongoing cooperation, !!- spec perf on goods
only if unique, and buyer can also act in replevin, if unable to cover, and orig goods are paid for. 745 67=!:67- post
emply retraints, cts reluctant unless good reason, like trade secrets 8#1 4:8843- cts all over the place on this
8A#:64 #44 : 3616: # A5#44 #414964 794# :?4 % A 375 A 7: 7!7!67A<34

4R  PARTY ;ENEFICIARY - *nd  restmnt- incidental and intended( creditor and donee) 67!6947:A3- benefit as practical
matter but have no rights to enforce 67:47949- ri+ts aai$st prmisr   G has right to secure enfor of promise
regardless of independent relationship between them ri+ts aai$st prmisee- will only have rights against promisee if 
there was an independent relationship between promisee and +rd party ( remember law school/artist e"ample) +rd party can
only sue when rights vest (beneficiary brings suit, changes position in reliance, manifests assent to %, vests as an e"press
term) ( parties can rescind or modify without +rd  party consent unless vested 94474 AA63 : 8#16#- all
available as against promisee

ASSI5NMENT - to be valid- manifest intent, make present transfer (writing not needed) can be partial. All right are
assignable e"cept, if signif alters rights or oblig of other party, obligor has personal interest in obligee ( special skill, like
painter) or violate law. A7:6 A657147: !3A4- still can assign, but treated as a breach, and other party still must
perform to receiver of assignment) 0?A: A65744 54:- all rights of assignor, and sub$ect to any defenses of obligor.
 A65744 impliedly warrants that he will do nothing to devalue assignment, and that he knows of nothing that could
defeat it, and what i s assigned actually e"ists
E.E5ATION- when a third party agree to take on performance of another ri+ts f &liee aai$st delaaTOR- does
not relieve delagator of obligations under the %, unless there is novation lia&ility f delaatee-
0hen agrees to do it, liable to delagator if fails, also liable to obligee as intended beneficiary of the contract between
delagator and delagatee A33 9:64 943A5A<34, e"cept when performance requires special skill (famous painter) or 
original % prohibits